| | | | ||
| Michael A. Carroll Chief Executive Officer |
| | John G. Schreiber Chairman of the Board |
|
|
TIME
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| | 10:00 a.m. (Eastern Daylight Time) on Wednesday, June 3, 2015 | |
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PLACE
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| | Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 |
|
|
ITEMS OF BUSINESS
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| |
1.
To elect nine directors to serve until our next annual meeting of stockholders and until their successors are duly elected and qualify.
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| | | |
2.
To consider and vote on a proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2015.
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| | | |
3.
To consider and vote on, on a non-binding advisory basis, a resolution to approve the compensation paid to our named executive officers, as described in the enclosed proxy statement.
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| | | |
4.
To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.
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RECORD DATE
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| | You may vote at the Annual Meeting, or any adjournments or postponements thereof, if you were a stockholder of record at the close of business on April 9, 2015. | |
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VOTING BY PROXY
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| | To ensure your votes are cast, you may authorize a proxy over the Internet, by telephone or, if you have requested or received a paper copy of the proxy materials by mail, by completing, signing and returning your paper proxy card by mail. Internet and telephone voting procedures are described on the preceding page, in the General Information section beginning on page 1 of the Proxy Statement and on the proxy card. | |
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Name
|
| |
Age
|
| |
Principal Occupation and Other Information
|
|
Michael A. Carroll | | |
46
|
| | Mr. Carroll has served as our Chief Executive Officer since February 2009. Mr. Carroll has served as a Director since 2013. From April 2007 through February 2009, Mr. Carroll was our Executive Vice President and Chief Operating Officer. From March 2005 through April 2007, Mr. Carroll was Executive Vice President, Real Estate Operations of New Plan Excel Realty Trust, Inc., the Company’s predecessor, and, from March 2002 to March 2005, was its Senior Vice President, Director of Redevelopment. Between November 1992 and March 2002, Mr. Carroll held various positions of increasing seniority at New Plan Excel Realty Trust, Inc., including Vice President, Asset Management, Vice President, Leasing and Senior Vice President, Director of Redevelopment. Mr. Carroll received a B.S.B.A. from Bowling Green State University and an M.B.A. from The University of Toledo. | |
John G. Schreiber | | |
68
|
| | Mr. Schreiber has served as a Director since 2013. Mr. Schreiber is the President of Centaur Capital Partners, Inc. and a Partner and Co-Founder of Blackstone Real Estate Advisors. Mr. Schreiber has overseen all of Blackstone’s real estate investments since 1992. Previously, Mr. Schreiber served as Chairman and Chief Executive Officer of JMB Urban Development Co. and Executive Vice President of JMB Realty Corp. Mr. Schreiber currently serves on the board of JMB Realty Corp., Blackstone Mortgage Trust, Inc. and Hilton Worldwide Holdings Inc., is a Trustee of a number of mutual funds managed by T. Rowe Price Associates and is a past board member of General Growth Properties, Urban Shopping Centers, Inc., Host Hotels & Resorts, Inc., The Rouse Company and AMLI Residential Properties Trust, Inc. Mr. Schreiber graduated from Loyola University of Chicago and received an M.B.A. from Harvard Business School. | |
A.J. Agarwal | | |
48
|
| | Mr. Agarwal has served as a Director since 2013. Mr. Agarwal is a Senior Managing Director in Blackstone’s Real Estate Group. Mr. Agarwal oversees the U.S. core plus real estate business for the Real Estate Group. Prior to | |
Name
|
| |
Age
|
| |
Principal Occupation and Other Information
|
|
| | | | | | joining the Real Estate Group in 2010, Mr. Agarwal was a member of Blackstone’s Financial Advisory Group, leading the firm’s advisory practice in a number of areas, including real estate and leisure/lodging. Mr. Agarwal graduated magna cum laude from Princeton University and received an M.B.A. from Stanford University Graduate School of Business. Mr. Agarwal serves on the Board of Directors of Extended Stay America, Inc. | |
Michael Berman | | |
57
|
| | Mr. Berman has served as a Director since 2013. Mr. Berman is the Executive Vice President and Chief Financial Officer of General Growth Properties, Inc. (“GGP”) and oversees its finance, accounting, capital markets and investor relations functions. He joined GGP in December 2011, and has over 25 years of combined experience in the real estate and financial industries. From December 2005 until he joined GGP, Mr. Berman served as Executive Vice President and Chief Financial Officer of Equity LifeStyle Properties, Inc. (“ELS”). From September 2003 until December 2005, Mr. Berman served as Vice President, Chief Financial Officer and Treasurer of ELS. During 2003, Mr. Berman was an associate professor at the New York University Real Estate Institute. From 1997 to 2002, he was a managing director in the investment banking department at Merrill Lynch & Co. Mr. Berman holds an M.B.A. from Columbia University Graduate School of Business, a J.D. from Boston University School of Law and a bachelor’s degree from Binghamton University in New York. Mr. Berman is a member of the Columbia Business School Real Estate Advisory Board. | |
Anthony W. Deering | | |
70
|
| | Mr. Deering has served as a Director since 2013. Mr. Deering has served as Chairman of Exeter Capital, LLC, a private investment firm, since November 2004. Prior thereto, Mr. Deering served as Chairman of the Board and Chief Executive Officer of The Rouse Company, a large publicly-traded national real estate company, from 1997 to November 2004. With The Rouse Company since 1972, Mr. Deering previously had served as Vice President and Treasurer, Senior Vice President and Chief Financial Officer and President and Chief Operating Officer. Mr. Deering serves as Lead Independent Director on the Boards of the T. Rowe Price Mutual Funds (includes 62 mutual funds), is a member of the Board of Directors of Under Armour, Inc. and is a member of the Deutsche Bank Americas Regional Client Advisory Board. Mr. Deering has served in the past as a director of Vornado Realty Trust and Mercantile Bank. He received a B.S. from Drexel University and an M.B.A. from the Wharton School, University of Pennsylvania. | |
Thomas W. Dickson | | |
59
|
| | Mr. Dickson has served as a Director since April 2015. Mr. Dickson most recently served as Chief Executive Officer of Harris Teeter, which operates a regional chain of more than 200 supermarkets, primarily in the Southeastern and Mid-Atlantic United States, from February 1997 until January 2014, and also served as Chairman of the Board of Harris Teeter from March 2006 until January 2014. Prior to becoming Chief Executive Officer, Mr. Dickson served as President of Harris Teeter from February 1997 through March 2012 and as Executive Vice President of Harris Teeter from February 1996 to February 1997. From February 1994 to February 1996, Mr. Dickson served as President of American & Efird, Inc., Harris Teeter’s former A&E subsidiary, and from February 1991 to February 1994 he served as Executive Vice President of American & Efird, Inc. He served as Chairman of the Board of The Pantry, Inc. from April 2014 until its sale in March 2015. Mr. Dickson attained a B.A. and M.B.A. from the University of Virginia. | |
Name
|
| |
Age
|
| |
Principal Occupation and Other Information
|
|
Jonathan D. Gray | | |
45
|
| | Mr. Gray has served as a Director since 2013. Mr. Gray is Blackstone’s global head of real estate and a member of the board of directors of Blackstone. He also sits on Blackstone’s management and executive committees. Since joining Blackstone in 1992, Mr. Gray has helped build the largest real estate platform in the world with over $80 billion in investor capital under management as of September 30, 2014. Mr. Gray received a B.S. in Economics from the Wharton School, as well as a B.A. in English from the College of Arts and Sciences at the University of Pennsylvania, where he graduated magna cum laude and was elected to Phi Beta Kappa. He currently serves as Chairman of the Board of Hilton Worldwide Holdings Inc. He also serves on the board of Nevada Property I LLC (Cosmopolitan Hotel) and Trinity School and is Chairman of the Board of Harlem Village Academies. | |
William D. Rahm | | |
36
|
| | Mr. Rahm has served as a Director since 2013. Mr. Rahm is a Senior Managing Director of Centerbridge Partners, L.P., which he joined at its inception in 2006. He currently focuses on investments in the real estate, gaming and lodging sectors. Prior to joining Centerbridge, Mr. Rahm was a member of Blackstone’s real estate private equity group, where he completed investments in lodging businesses and real estate assets. Mr. Rahm graduated cum laude from Yale College. He received his J.D. cum laude from Harvard Law School and his M.B.A. with distinction from Harvard Business School. Mr. Rahm serves on the Board of Directors of Extended Stay America, Inc. and the Board of Directors for Carefree Communities, Inc. | |
William J. Stein | | |
53
|
| | Mr. Stein has served as a Director since 2011. Mr. Stein is a Senior Managing Director and Global Head of Asset Management in Blackstone’s Real Estate Group. Since joining Blackstone in 1997, Mr. Stein has been involved in the direct asset management and asset management oversight of Blackstone’s global real estate assets. Before joining Blackstone, Mr. Stein was a Vice President at Heitman Real Estate Advisors and JMB Realty Corp. Mr. Stein received a B.B.A. from the University of Michigan and an M.B.A. from the University of Chicago. Mr. Stein also serves on the Board of Directors of Hilton Worldwide Holdings Inc. and Nevada Property 1 LLC (Cosmopolitan Hotel). | |
| | |
Audit
Committee |
| |
Compensation
Committee |
| |
Nominating
and Corporate Governance Committee |
|
Michael A. Carroll | | | | | | | | | | |
John G. Schreiber | | | | | |
X
|
| | | |
A.J. Agarwal | | | | | | | | | | |
Michael Berman | | |
X, Chair
|
| |
X
|
| | | |
Anthony W. Deering | | |
X
|
| | | | |
X
|
|
Thomas W. Dickson | | | | | | | | | | |
Jonathan D. Gray | | | | | | | | | | |
William D. Rahm | | |
X
|
| |
X, Chair
|
| |
X
|
|
William J. Stein | | | | | | | | |
X, Chair
|
|
Name
|
| |
Age
|
| |
Principal Occupation and Other Information
|
|
Michael V. Pappagallo | | |
56
|
| | President and Chief Financial Officer since May 2013. From April 2010 to May 2013, Mr. Pappagallo was Chief Operating Officer of Kimco Realty Corporation (“Kimco”). From May 1997 to April 2010, Mr. Pappagallo served as Chief Financial Officer of Kimco. Prior to joining Kimco in 1997, Mr. Pappagallo was the Chief Financial Officer of G.E. Capital’s commercial real estate financing business, and held various other financial and business development positions. Mr. Pappagallo’s background also includes nine years at the accounting firm KPMG LLP, where he served as Senior Manager in the audit group, responsible for serving a variety of clients in industries ranging from financial services to manufacturing. Mr. Pappagallo received a B.B.A. in Accounting from Iona College. Mr. Pappagallo serves on the Board of Directors of Signature Bank. | |
Brian T. Finnegan | | |
34
|
| | Executive Vice President, Leasing since November 2014. From January 2009 to October 2014, Mr. Finnegan was Senior Vice President, Leasing & Redevelopment for the West region. He served as Vice President, Redevelopment from November 2007 to December 2008 and as Regional Vice President, Leasing from June 2006 to October 2007. Mr. Finnegan joined Kramont Realty Trust, a predecessor of Brixmor, in 2004 as a Senior Leasing Associate. Previously, he worked as a Leasing Associate with a retail brokerage, Legend Properties. Mr. Finnegan received a B.A. from Duquesne University. | |
Steven F. Siegel | | |
55
|
| | Executive Vice President, General Counsel since April 2007 and also Secretary since May 2007. From March 2002 to April 2007, Mr. Siegel was Executive Vice President of New Plan Excel Realty Trust, Inc. and was its General Counsel since 1991. Mr. Siegel joined New Plan Excel Realty Trust, Inc. in 1991 and was a Senior Vice President from September 1998 to March 2002. Mr. Siegel received a B.S. and a J.D. from St. John’s University. | |
Dean Bernstein | | |
57
|
| | Executive Vice President, Acquisitions and Dispositions since April 2007. From 2005 to April 2007, Mr. Bernstein was Executive Vice President, Acquisitions/Dispositions of New Plan Excel Realty Trust, Inc. Mr. Bernstein joined New Plan Excel Realty Trust, Inc. in 1991 and was its Senior Vice President, Acquisitions/Dispositions from January 2001 to February 2005 and its Senior Vice President, Finance from September 1998 to January 2001. Mr. Bernstein received a B.S. from the Syracuse University School of Management and an M.B.A. from New York University. | |
Name
|
| |
Age
|
| |
Principal Occupation and Other Information
|
|
Steven A. Splain | | |
53
|
| | Chief Accounting Officer since April 2007 and also Executive Vice President since July 2008. Prior thereto, Mr. Splain served as Senior Vice President, Chief Accounting Officer of New Plan Excel Realty Trust, Inc. Prior to his joining New Plan Excel Realty Trust, Inc. in 2000, Mr. Splain spent five years as Corporate Controller of Grove Property Trust and ten years as a tax manager specializing in real estate with Blum, Shapiro & Co., a certified public accounting firm. Mr. Splain received a B.S. from Southern Connecticut State University. | |
Carolyn Carter Singh | | |
52
|
| | Executive Vice President, Human Resources & Administration since July 2010. From April 2007 through July 2010, Ms. Singh served as our Senior Vice President, Human Resources & Administration. Until April 2007, she was Senior Vice President, Human Resources & Administration of New Plan Excel Realty Trust, Inc., having joined New Plan Excel Realty Trust, Inc. as Director of Human Resources in 2001. Ms. Singh received a B.A. from Rowan University. | |
| | |
2014
|
| |
2013
|
| ||||||
Audit Fees(1) | | | | $ | 1,610,295 | | | | | $ | 4,288,824 | | |
Audit-related fees(2) | | | | | 493,526 | | | | | | 651,000 | | |
Tax fees(3) | | | | | 664,756 | | | | | | 662,607 | | |
All other fees(4) | | | | | 2,172 | | | | | | 0 | | |
Total:
|
| | | $ | 2,770,749 | | | | | $ | 5,602,431 | | |
Component
|
| |
Form
|
| |
Objective & Explanation
|
|
Salary
|
| | Cash | | |
-
Base level compensation, rewards day-to-day performance and standard job duties
-
Reflects level of responsibilities and experience/tenure
|
|
Annual Bonus Plan (“Bonus”)
|
| | Cash | | |
-
Earned for achievement of annual performance objectives
-
2014 performance objectives for CEO and President & CFO were based on Company financial metrics
-
2014 performance objectives for other NEOs were the same Company financial metrics (75%) and Individual Goals (25%).
-
NEOs have bonus ranges with Threshold, Target and Maximum levels represented as percentages of base salary. Performance below Threshold would result in no bonus paid for the respective hurdle.
-
Aids in retention
|
|
Long Term Incentive (“LTI”)
|
| | RSUs or LTIPs | | |
-
Motivates executives to focus on longer term value creation, sustained financial performance
-
Provides alignment of interests with shareholders
-
Performance geared toward total shareholder return over a 3-year period
-
Aids in retention
|
|
|
Public REIT Peer Group
|
| ||||
|
AvalonBay Communities, Inc.
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| | |
Host Hotels & Resorts, Inc.
|
|
|
CBL & Associates Properties, Inc.
|
| | |
Kimco Realty Corporation
|
|
|
DDR Corp.
|
| | |
Macerich Company
|
|
|
Digital Realty Trust, Inc.
|
| | |
Regency Centers Corporation
|
|
|
Equity One, Inc.
|
| | |
Taubman Centers, Inc.
|
|
|
Federal Realty Investment Trust
|
| | |
Vornado Realty Trust
|
|
|
Weingarten Realty Investors
|
|
Name
|
| |
Base salary as of
December 31, 2013 |
| |
Base Salary as of
December 31, 2014 |
| ||||||
Michael A. Carroll | | | | $ | 800,000 | | | | | $ | 800,000 | | |
Michael V. Pappagallo | | | | $ | 750,000 | | | | | $ | 750,000 | | |
Steven F. Siegel | | | | $ | 440,343 | | | | | $ | 450,000 | | |
Dean Bernstein | | | | $ | 394,361 | | | | | $ | 400,000 | | |
Steven A. Splain | | | | $ | 345,000 | | | | | $ | 350,000 | | |
Timothy Bruce(1) | | | | $ | 412,000 | | | | | | — | | |
Name
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |||||||||
Michael A. Carroll | | | | | 75% | | | | | | 100% | | | | | | 150% | | |
Michael V. Pappagallo | | | | | 75% | | | | | | 100% | | | | | | 150% | | |
Steven F. Siegel | | | | | 49% | | | | | | 65% | | | | | | 85% | | |
Dean Bernstein | | | | | 49% | | | | | | 65% | | | | | | 85% | | |
Steven A. Splain | | | | | 45% | | | | | | 60% | | | | | | 80% | | |
Timothy Bruce | | | | | 49% | | | | | | 65% | | | | | | 85% | | |
Name
|
| |
Net Operating
Income |
| |
Adjusted EBITDA
|
| |
Adjusted Funds
From Operations |
| |
Individual
Component |
| ||||||||||||
Michael A. Carroll | | | | | 33.3% | | | | | | 33.3% | | | | | | 33.3% | | | | | | — | | |
Michael V. Pappagallo | | | | | 33.3% | | | | | | 33.3% | | | | | | 33.3% | | | | | | — | | |
Steven F. Siegel | | | | | 25% | | | | | | 25% | | | | | | 25% | | | | | | 25% | | |
Dean Bernstein | | | | | 25% | | | | | | 25% | | | | | | 25% | | | | | | 25% | | |
Steven A. Splain | | | | | 25% | | | | | | 25% | | | | | | 25% | | | | | | 25% | | |
Metric
|
| |
2014
Threshold |
| |
2014 Target
|
| |
2014
Maximum |
| |
2014 Results
|
| ||||||||||||
Net Operating Income | | | | | 2.78 | | | | | | 2.79 | | | | | | 2.82 | | | | | | 2.79 | | |
Adjusted EBITDA | | | | | 2.74 | | | | | | 2.75 | | | | | | 2.77 | | | | | | 2.76 | | |
Adjusted Funds From Operations | | | | | 1.21 | | | | | | 1.23 | | | | | | 1.26 | | | | | | 1.25 | | |
Name
|
| |
2014 Base
Salary |
| |
Target Bonus
as a Percentage of Base Salary |
| |
Target Bonus
Potential |
| |
Combined
Achievement Factor as a Percentage of Target |
| |
2014 Annual
Bonus |
| |||||||||||||||
Michael A. Carroll | | | | $ | 800,000 | | | | | | 100% | | | | | $ | 800,000 | | | | | | 1.19% | | | | | $ | 955,600 | | |
Michael V. Pappagallo
|
| | | $ | 750,000 | | | | | | 100% | | | | | $ | 750,000 | | | | | | 1.19% | | | | | $ | 895,875 | | |
Steven F. Siegel | | | | $ | 450,000 | | | | | | 65% | | | | | $ | 292,500 | | | | | | 1.13% | | | | | $ | 330,008 | | |
Dean Bernstein | | | | $ | 400,000 | | | | | | 65% | | | | | $ | 260,000 | | | | | | 1.07% | | | | | $ | 278,340 | | |
Steven A. Splain | | | | $ | 350,000 | | | | | | 60% | | | | | $ | 210,000 | | | | | | 1.14% | | | | | $ | 239,173 | | |
Name
|
| |
Brixmor LTIP Retention Payment
|
| |||
Michael A. Carroll | | | | $ | 1,000,000 | | |
Michael V. Pappagallo(1) | | | | | — | | |
Steven F. Siegel | | | | $ | 400,000 | | |
Dean Bernstein | | | | $ | 350,000 | | |
Steven A. Splain | | | | $ | 300,000 | | |
Timothy Bruce | | | | $ | 350,000 | | |
|
Level of Achievement
|
| |
Relative TSR Achieved
|
| |
Percentage of Award Earned
|
|
|
Below Threshold
|
| |
> 250 bps below index return
|
| |
0%
|
|
|
Threshold
|
| |
250 bps or less below index return
|
| |
50%
|
|
|
Target
|
| |
100 bps above index return
|
| |
100%
|
|
|
Maximum
|
| |
500 bps or more over index return
|
| |
150%
|
|
|
Level of Achievement
|
| |
Absolute TSR
|
| |
Percentage of Award Earned
|
|
|
Below Threshold
|
| |
<6.0%
|
| |
0%
|
|
|
Threshold
|
| |
6.0%
|
| |
50%
|
|
|
Target
|
| |
9.0%
|
| |
100%
|
|
|
Maximum
|
| |
12.0%
|
| |
150%
|
|
|
Threshold
|
| |
Target
|
| |
Maximum
|
|
|
100%
|
| |
150%
|
| |
200%
|
|
Name and Principal Position |
| |
Year
|
| |
Salary
($) |
| |
Bonus
($)(1) |
| |
Stock
Awards ($)(2) |
| |
Option
Awards ($) |
| |
Non-Equity
Incentive Plan Compensation ($)(3) |
| |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) |
| |
All Other
Compensation ($)(5) |
| |
Total
($) |
| |||||||||||||||||||||||||||
Michael A. Carroll
Chief Executive Officer and Director |
| | | | 2014 | | | | | | 800,000 | | | | | | 1,000,000 | | | | | | 3,524,440 | | | | | | — | | | | | | 955,600 | | | | | | — | | | | | | 35,029 | | | | | | 6,315,069 | | |
| | | 2013 | | | | | | 800,000 | | | | | | 554,431 | | | | | | 2,939,641 | | | | | | — | | | | | | 1,110,100 | | | | | | — | | | | | | 180,411 | | | | | | 5,584,583 | | | ||
| | | 2012 | | | | | | 800,000 | | | | | | — | | | | | | 237,852 | | | | | | — | | | | | | 2,031,040 | | | | | | — | | | | | | 82,132 | | | | | | 3,151,024 | | | ||
Michael V. Pappagallo
President and Chief Financial Officer |
| | | | 2014 | | | | | | 750,000 | | | | | | — | | | | | | 2,073,200 | | | | | | — | | | | | | 895,875 | | | | | | — | | | | | | 28,145 | | | | | | 3,747,220 | | |
| | | 2013 | | | | | | 432,692 | | | | | | — | | | | | | 6,772,926 | | | | | | — | | | | | | 667,516 | | | | | | — | | | | | | 16,752 | | | | | | 7,889,886 | | | ||
Steven F. Siegel
Executive Vice President, General Counsel and Secretary |
| | | | 2014 | | | | | | 450,000 | | | | | | 400,000 | | | | | | 932,940 | | | | | | — | | | | | | 330,008 | | | | | | — | | | | | | 26,992 | | | | | | 2,139,940 | | |
| | | 2013 | | | | | | 440,343 | | | | | | 362,957 | | | | | | 1,175,878 | | | | | | — | | | | | | 364,395 | | | | | | — | | | | | | 28,992 | | | | | | 2,372,565 | | | ||
| | | 2012 | | | | | | 427,517 | | | | | | — | | | | | | 95,141 | | | | | | — | | | | | | 740,842 | | | | | | — | | | | | | 27,481 | | | | | | 1,290,981 | | | ||
Dean Bernstein
Executive Vice President, Acquisitions and Dispositions |
| | | | 2014 | | | | | | 400,000 | | | | | | 350,000 | | | | | | 673,790 | | | | | | — | | | | | | 278,340 | | | | | | — | | | | | | 25,963 | | | | | | 1,728,093 | | |
| | | 2013 | | | | | | 394,361 | | | | | | 305,914 | | | | | | 737,920 | | | | | | — | | | | | | 326,343 | | | | | | — | | | | | | 22,452 | | | | | | 1,786,990 | | | ||
| | | 2012 | | | | | | 382,874 | | | | | | — | | | | | | 83,248 | | | | | | — | | | | | | 609,869 | | | | | | — | | | | | | 18,963 | | | | | | 1,094,954 | | | ||
Steven A. Splain
Executive Vice President and Chief Accounting Officer |
| | | | 2014 | | | | | | 350,000 | | | | | | 300,000 | | | | | | 621,960 | | | | | | — | | | | | | 239,173 | | | | | | — | | | | | | 27,973 | | | | | | 1,539,106 | | |
Timothy Bruce(6)
Executive Vice President, Leasing and Redevelopment |
| | | | 2014 | | | | | | 408,154 | | | | | | 601,388 | | | | | | 673,790 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,549,083 | | | | | | 3,232,415 | | |
| | | 2013 | | | | | | 412,000 | | | | | | — | | | | | | 697,796 | | | | | | — | | | | | | 340,940 | | | | | | — | | | | | | 21,835 | | | | | | 1,472,571 | | | ||
| | | 2012 | | | | | | 400,000 | | | | | | — | | | | | | 83,248 | | | | | | — | | | | | | 313,208 | | | | | | — | | | | | | 49,269 | | | | | | 845,725 | | |
Name
|
| |
Year
|
| |
Insurance
Costs(a) |
| |
Company
Contribution to Defined Contribution Plans(b) |
| |
Use of
Company Auto |
| |
Accrued
Vacation and Personal Time(c) |
| |
Severance(d)
|
| |
Total
|
| |||||||||||||||||||||
Michael A. Carroll | | | | | 2014 | | | | | $ | 20,345 | | | | | $ | 7,800 | | | | | $ | 6,884 | | | | | | — | | | | | | — | | | | | $ | 35,029 | | |
Michael V. Pappagallo
|
| | | | 2014 | | | | | $ | 20,345 | | | | | $ | 7,800 | | | | | | | | | | | | — | | | | | | — | | | | | $ | 28,145 | | |
Steven F. Siegel | | | | | 2014 | | | | | $ | 19,192 | | | | | $ | 7,800 | | | | | | | | | | | | — | | | | | | — | | | | | $ | 26,992 | | |
Dean Bernstein | | | | | 2014 | | | | | $ | 18,163 | | | | | $ | 7,800 | | | | | | | | | | | | — | | | | | | — | | | | | $ | 25,963 | | |
Steven A. Splain | | | | | 2014 | | | | | $ | 20,173 | | | | | $ | 7,800 | | | | | | | | | | | | — | | | | | | — | | | | | $ | 27,973 | | |
Timothy Bruce | | | | | 2014 | | | | | $ | 11,859 | | | | | $ | 7,800 | | | | | | | | | | | $ | 25,276 | | | | | $ | 1,504,148 | | | | | $ | 1,549,083 | | |
Name
|
| |
Grant
Date |
| |
Board
Approval Date |
| |
Estimated Future Payout
Under Non-Equity Incentive Plan Awards(1) |
| |
Estimated Future Payout
Under Equity Incentive Plan Awards(2) |
| |
Grant Date
Fair Value of Stock and Option Awards(3) |
| |||||||||||||||||||||||||||||||||||||||
|
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| ||||||||||||||||||||||||||||||||||||||
Michael A. Carroll
|
| | | | — | | | | | | | | | | | | 600,000 | | | | | | 800,000 | | | | | | 1,200,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 3/18/14 | | | | | | 3/11/14 | | | | | | — | | | | | | — | | | | | | — | | | | | | 104,126 | | | | | | 170,000 | | | | | | 235,874 | | | | | | 3,524,440 | | | ||
Michael V. Pappagallo
|
| | | | — | | | | | | | | | | | | 562,500 | | | | | | 750,000 | | | | | | 1,125,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 3/18/14 | | | | | | 3/11/14 | | | | | | — | | | | | | — | | | | | | — | | | | | | 61,250 | | | | | | 100,000 | | | | | | 138,750 | | | | | | 2,073,200 | | | ||
Steven F. Siegel
|
| | | | — | | | | | | | | | | | | 220,500 | | | | | | 292,500 | | | | | | 382,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 3/18/14 | | | | | | 3/11/14 | | | | | | — | | | | | | — | | | | | | — | | | | | | 27,564 | | | | | | 45,000 | | | | | | 62,436 | | | | | | 932,940 | | | ||
Dean Bernstein
|
| | | | — | | | | | | | | | | | | 196,000 | | | | | | 260,000 | | | | | | 340,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 3/18/14 | | | | | | 3/11/14 | | | | | | — | | | | | | — | | | | | | — | | | | | | 19,908 | | | | | | 32,500 | | | | | | 45,092 | | | | | | 673,790 | | | ||
Steven A. Splain
|
| | | | — | | | | | | | | | | | | 157,500 | | | | | | 210,000 | | | | | | 280,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 3/18/14 | | | | | | 3/11/14 | | | | | | — | | | | | | — | | | | | | — | | | | | | 18,376 | | | | | | 30,000 | | | | | | 41,624 | | | | | | 621,960 | | | ||
Timothy Bruce(4)
|
| | | | — | | | | | | | | | | | | 208,250 | | | | | | 276,250 | | | | | | 361,250 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 3/18/14 | | | | | | 3/11/14 | | | | | | — | | | | | | — | | | | | | — | | | | | | 19,908 | | | | | | 32,500 | | | | | | 45,092 | | | | | | 673,790 | | |
|
Level of Achievement
|
| |
Adjusted EBITDA per share
Achieved |
| |
AFFO per share
Achieved |
| |
Percentage of Award
Earned |
|
|
Below Threshold
|
| |
>$2.74
|
| |
>$1.21
|
| |
0%
|
|
|
Threshold
|
| |
$2.74
|
| |
$1.21
|
| |
50%
|
|
|
Target
|
| |
$2.75
|
| |
$1.23
|
| |
100%
|
|
|
Maximum
|
| |
$2.77
|
| |
$1.26
|
| |
150%
|
|
|
Level of Achievement
|
| |
Relative TSR Achieved
|
| |
Percentage of Award Earned
|
|
|
Below Threshold
|
| |
> 250 bps below index return
|
| |
0%
|
|
|
Threshold
|
| |
250 bps or less below index return
|
| |
50%
|
|
|
Target
|
| |
100 bps above index return
|
| |
100%
|
|
|
Maximum
|
| |
500 bps or more over index return
|
| |
150%
|
|
|
Level of Achievement
|
| |
Absolute TSR
|
| |
Percentage of Award Earned
|
|
|
Below Threshold
|
| |
<6.0%
|
| |
0%
|
|
|
Threshold
|
| |
6.0%
|
| |
50%
|
|
|
Target
|
| |
9.0%
|
| |
100%
|
|
|
Maximum
|
| |
12.0%
|
| |
150%
|
|
| | |
Stock Awards
|
| |||||||||||||||||||||
Name
|
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market Value of
Shares or Units of Stock That Have Not Vested ($)(6) |
| |
Equity Incentive
Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
| |
Equity Incentive
Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(6) |
| ||||||||||||
Michael A. Carroll
|
| | | | 155,693(1) | | | | | | 3,867,414 | | | | | | 77,848(7) | | | | | | 1,933,744 | | |
| | | 50,116(2) | | | | | | 1,244,881 | | | | | | 25,060(8) | | | | | | 622,490 | | | ||
| | | 17,831(3) | | | | | | 442,922 | | | | | | 181,449(9) | | | | | | 4,507,193 | | | ||
Michael V. Pappagallo
|
| | | | 132,846(4) | | | | | | 3,299,895 | | | | | | 33,213(7) | | | | | | 825,011 | | |
| | | 42,762(5) | | | | | | 1,062,208 | | | | | | 10,692(8) | | | | | | 265,589 | | | ||
| | | 10,489(3) | | | | | | 260,547 | | | | | | 106,732(9) | | | | | | 2,651,223 | | | ||
Steven F. Siegel
|
| | | | 62,277(1) | | | | | | 1,546,961 | | | | | | 31,140(7) | | | | | | 773,518 | | |
| | | 20,046(2) | | | | | | 497,943 | | | | | | 10,026(8) | | | | | | 249,046 | | | ||
| | | 4,568(3) | | | | | | 113,469 | | | | | | 46,500(9) | | | | | | 1,155,060 | | | ||
Dean Bernstein
|
| | | | 48,194(1) | | | | | | 1,197,139 | | | | | | 24,099(7) | | | | | | 598,619 | | |
| | | 15,513(2) | | | | | | 385,343 | | | | | | 7,758(8) | | | | | | 192,709 | | | ||
| | | 3,298(3) | | | | | | 81,922 | | | | | | 33,584(9) | | | | | | 834,226 | | | ||
Steven A. Splain
|
| | | | 46,708(1) | | | | | | 1,160,227 | | | | | | 23,355(7) | | | | | | 580,138 | | |
| | | 15,035(2) | | | | | | 373,470 | | | | | | 7,517(8) | | | | | | 186,722 | | | ||
| | | 3,045(3) | | | | | | 75,638 | | | | | | 31,000(9) | | | | | | 770,040 | | | ||
Timothy Bruce(10) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | |
Performance Period:
|
| |
Two-Year Performance
Period |
| |
Three-Year Performance
Period |
| ||||||
| | |
Based on Plan
Achievement Level: |
| |
Target
|
| |
Maximum
|
| ||||||
Michael A. Carroll | | |
|
| | | | 58,531 | | | | | | 122,918 | | |
Michael V. Pappagallo | | | | | | | | 34,429 | | | | | | 72,303 | | |
Steven F. Siegel | | |
|
| | | | 15,000 | | | | | | 31,500 | | |
Dean Bernstein | | | | | | | | 10,834 | | | | | | 22,750 | | |
Steven A. Splain | | |
|
| | | | 10,000 | | | | | | 21,000 | | |
| | |
Stock Awards
|
| |||||||||
Name
|
| |
Number of Shares Acquired
on Vesting (#) |
| |
Value Received on
Vesting ($)(1)(2) |
| ||||||
Michael A. Carroll | | | |
|
(1)
|
| | | | | 5,184,812 | | |
Michael V. Pappagallo | | | |
|
(1)
|
| | | | | 260,572 | | |
Steven F. Siegel | | | |
|
(1)
|
| | | | | 2,010,266 | | |
Dean Bernstein | | | |
|
(1)
|
| | | | | 1,549,807 | | |
Steven A. Splain | | | |
|
(1)
|
| | | | | 1,498,245 | | |
Timothy Bruce | | | |
|
(1)
|
| | | | | 4,025,014 | | |
| | |
Award
|
| |
Number of Vested
Shares of Brixmor Property Group Inc. Common Stock (#) |
| |
Number of
Vested LTIP Units (#) |
| |
Vesting Date
|
| |
Value Received
on Vesting ($) |
| ||||||||||||
Mr. Carroll
|
| |
BRE Unit Award
|
| | | | 155,693 | | | | | | — | | | | | | 6/28/2014 | | | | | | 3,587,167 | | |
|
BRT Unit Award
|
| | | | 50,116 | | | | | | — | | | | | | 6/28/2014 | | | | | | 1,154,673 | | | ||
|
LTIP Unit Award
|
| | | | — | | | | | | 17,833 | | | | | | 12/31/2014 | | | | | | 442,972 | | | ||
Mr. Pappagallo
|
| |
BRE Unit Award
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
BRT Unit Award
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
|
LTIP Unit Award
|
| | | | — | | | | | | 10,490 | | | | | | 12/31/2014 | | | | | | 260,572 | | | ||
Mr. Siegel
|
| |
BRE Unit Award
|
| | | | 62,277 | | | | | | — | | | | | | 6/28/2014 | | | | | | 1,434,862 | | |
|
BRT Unit Award
|
| | | | 20,046 | | | | | | — | | | | | | 6/28/2014 | | | | | | 461,860 | | | ||
| RSU Award | | | | | 4,571 | | | | | | — | | | | | | 12/31/2014 | | | | | | 113,544 | | | ||
Mr. Bernstein
|
| |
BRE Unit Award
|
| | | | 48,194 | | | | | | — | | | | | | 6/28/2014 | | | | | | 1,110,390 | | |
|
BRT Unit Award
|
| | | | 15,513 | | | | | | — | | | | | | 6/28/2014 | | | | | | 357,420 | | | ||
| RSU Award | | | | | 3,301 | | | | | | — | | | | | | 12/31/2014 | | | | | | 81,997 | | | ||
Mr. Splain
|
| |
BRE Unit Award
|
| | | | 46,708 | | | | | | — | | | | | | 6/28/2014 | | | | | | 1,076,152 | | |
|
BRT Unit Award
|
| | | | 15,035 | | | | | | — | | | | | | 6/28/2014 | | | | | | 346,406 | | | ||
| RSU Award | | | | | 3,047 | | | | | | — | | | | | | 12/31/2014 | | | | | | 75,687 | | | ||
Mr. Bruce
|
| |
BRE Unit Award
|
| | | | 48,194 | | | | | | — | | | | | | 6/28/2014 | | | | | | 1,110,390 | | |
|
BRT Unit Award
|
| | | | 15,513 | | | | | | — | | | | | | 6/28/2014 | | | | | | 357,420 | | | ||
|
BRE Unit Award
|
| | | | 72,293 | | | | | | — | | | | | | 11/28/2014 | | | | | | 1,748,045 | | | ||
|
BRT Unit Award
|
| | | | 23,271 | | | | | | — | | | | | | 11/28/2014 | | | | | | 562,693 | | | ||
| RSU Award | | | | | 10,193 | | | | | | — | | | | | | 11/28/2014 | | | | | | 246,466 | | |
Name
|
| |
Cash
Severance(1) ($) |
| |
Continuation
of Health Benefits(2) ($) |
| |
Gross-Up
Payments(3) ($) |
| |
Value of
Accelerated Equity(4)(5) ($) |
| |
Total
($) |
| |||||||||||||||
Michael A. Carroll | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Qualifying Termination, no CIC | | | | | 4,596,140 | | | | | | 20,320 | | | | | | — | | | | | | 9,421,638 | | | | | | 14,038,098 | | |
Qualifying Termination, CIC | | | | | — | | | | | | 20,320 | | | | | | — | | | | | | 9,421,638 | | | | | | 9,441,958 | | |
CIC without Termination | | | | | — | | | | | | — | | | | | | — | | | | | | 1,753,108 | | | | | | 1,753,108 | | |
Death or Disability Termination | | | | | 800,000 | | | | | | — | | | | | | — | | | | | | 9,421,638 | | | | | | 10,221,638 | | |
Death or Disability Outside of Employment
|
| | | | 800,000 | | | | | | — | | | | | | — | | | | | | 9,421,638 | | | | | | 10,221,638 | | |
Michael V. Pappagallo | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Qualifying Termination, no CIC | | | | | 3,667,516 | | | | | | 20,320 | | | | | | — | | | | | | 6,483,910 | | | | | | 10,171,746 | | |
Qualifying Termination, CIC | | | | | — | | | | | | 20,320 | | | | | | 1,674,132 | | | | | | 6,483,910 | | | | | | 8,178,362 | | |
CIC without Termination | | | | | — | | | | | | — | | | | | | | | | | | | 1,031,208 | | | | | | 1,031,208 | | |
Death or Disability Termination | | | | | 750,000 | | | | | | — | | | | | | — | | | | | | 6,483,910 | | | | | | 7,233,910 | | |
Death or Disability Outside of Employment
|
| | | | 750,000 | | | | | | — | | | | | | — | | | | | | 6,483,910 | | | | | | 7,233,910 | | |
Steven F. Siegel | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Qualifying Termination, no CIC | | | | | 1,885,237 | | | | | | 21,731 | | | | | | — | | | | | | 3,516,698 | | | | | | 5,423,666 | | |
Qualifying Termination, CIC | | | | | — | | | | | | 21,731 | | | | | | — | | | | | | 3,516,698 | | | | | | 3,538,429 | | |
CIC without Termination | | | | | — | | | | | | — | | | | | | — | | | | | | 449,231 | | | | | | 449,231 | | |
Death or Disability Termination | | | | | 292,500 | | | | | | — | | | | | | — | | | | | | 3,516,698 | | | | | | 3,809,198 | | |
Death or Disability Outside of Employment
|
| | | | 292,500 | | | | | | — | | | | | | — | | | | | | 3,516,698 | | | | | | 3,809,198 | | |
Dean Bernstein | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Qualifying Termination, no CIC | | | | | 1,680,399 | | | | | | 21,731 | | | | | | — | | | | | | 2,698,220 | | | | | | 4,400,350 | | |
Qualifying Termination, CIC | | | | | — | | | | | | 21,731 | | | | | | — | | | | | | 2,698,220 | | | | | | 2,719,951 | | |
CIC without Termination | | | | | — | | | | | | — | | | | | | — | | | | | | 324,410 | | | | | | 324,410 | | |
Death or Disability Termination | | | | | 260,000 | | | | | | — | | | | | | — | | | | | | 2,698,220 | | | | | | 2,958,220 | | |
Death or Disability Outside of Employment
|
| | | | 260,000 | | | | | | — | | | | | | — | | | | | | 2,698,220 | | | | | | 2,958,220 | | |
Steven A. Splain | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Qualifying Termination, no CIC | | | | | 1,413,722 | | | | | | 20,320 | | | | | | — | | | | | | 2,600,028 | | | | | | 4,034,070 | | |
Qualifying Termination, CIC | | | | | — | | | | | | 20,320 | | | | | | — | | | | | | 2,600,028 | | | | | | 2,620,348 | | |
CIC without Termination | | | | | — | | | | | | — | | | | | | — | | | | | | 299,471 | | | | | | 299,471 | | |
Death or Disability Termination | | | | | 210,000 | | | | | | — | | | | | | — | | | | | | 2,600,028 | | | | | | 2,810,028 | | |
Death or Disability Outside of Employment
|
| | | | 210,000 | | | | | | — | | | | | | — | | | | | | 2,600,028 | | | | | | 2,810,028 | | |
Timothy Bruce(6)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name
|
| |
Fees Earned
or Paid in Cash |
| |
Equity
Awards(a) ($) |
| |
Option
Awards(a) ($) |
| |
Non-Equity
Incentive Plan Compensation ($) |
| |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| |||||||||||||||||||||
John G. Schreiber | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | | — | | |
A.J. Agarwal | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michael Berman | | | | | 82,500 | | | | | | 120,650(b) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 203,150 | | |
Anthony W. Deering | | | | | 77,500 | | | | | | 120,650(b) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 198,150 | | |
Jonathan D. Gray | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Nadeem Meghji | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
William D. Rahm | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
William J. Stein | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name of beneficial owner
|
| |
Number of
Shares of Common Stock Beneficially Owned |
| |
Percentage
of All Shares of Common Stock(1) |
| |
Number of
OP Units Beneficially Owned(2) |
| |
Percentage of
All Outstanding Brixmor Interests(1)(2) |
| ||||||||||||